In a recent decision, the Delaware Court of Chancery determined that an agreement that required a release to be signed as a condition precedent to receiving severance benefits was enforceable, and that the failure to sign the release was a defense to the payment of severance benefits. An important aspect of this decision was that
Francis G.X. Pileggi
Chancery Clarifies Details Needed Under Rule 88 to Seek Fees
The Delaware Court of Chancery recently clarified the requirements of Rule 88 which refers to an affidavit that must be submitted when attorneys’ fees are requested from the Court. The short 2-page letter-ruling provides citations to authority and an explanation why the amount of time charged and the rates sought were not in proportion to…
11th Annual Delaware Firearms Law Seminar
I should have posted this earlier, but I wanted to make some of the materials available that we presented at our annual seminar on the latest developments in Delaware on Second Amendment-related cases and the counterpart to the Second Amendment in the Delaware Constitution: Article I, Section 20.
A Musk Effect on Delaware?
Much has been written regarding Elon Musk’s criticism of the State of Delaware and the decisions of its courts about him and his many successful business enterprises–and by extension the large number of other businesses impacted by Delaware law. In a broader sense, Musk’s criticism, and that of others, has generated discussion about the perennial…
Delaware Court of Chancery Explains Nuances of Formal Opinion Letters
A recent Delaware Court of Chancery decision should be read by every lawyer who issues formal legal opinion letters—and those who litigate issues involving them. In Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Sept. 9, 2024), the court amplified its earlier post-trial opinion, highlighted on these pages…
Chancery Rules that Primacy of Contract Allows Repurchase of LLC Units Based on Non-Disparagement Claims Despite Absolute Litigation Privilege
A recent Delaware Court of Chancery decision clarified Delaware law in connection with determining that an alleged violation of a non-disparagement clause could be the basis to trigger the repurchase of LLC interests post-closing, in connection with the sale of a company—notwithstanding the general rule that the absolute litigation privilege generally bars claims of defamation…
AI and the Law
The burgeoning impact of AI on the legal profession is akin to a large, approaching wave. Ignore it at your peril.
Lance Eliot is a prolific thought-leader on this topic. One of his many insightful articles on this subject is at this link.
Delaware Supreme Court Emphasizes the Limited Scope of Section 225 Cases
The Delaware Supreme Court recently affirmed a Chancery decision that was highlighted on these pages, which described the limited scope of a summary proceeding under DGCL Section 225 to determine who properly holds a corporate office.
In Barby v. Young, No. 391-2023 Order (Del. June 11, 2024), the high court described that among…
Charging Lien is Exclusive Remedy of Judgment Creditor against Delaware LLC Member’s Interests
The Delaware Court of Chancery recently explained that a charging lien is the exclusive remedy of a judgment creditor against a member’s interest in an LLC, in XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL (Del. Ch. July 24, 2024). See Slip op. at 7-8 and footnote 6 (citing Section 18-703(d) and other…
Chancery Clarifies Minimum Allegations for Business Entity Dissolution: Big Win for Acknowledgment of Nuanced Business Realities
A recent Delaware Court of Chancery ruling is a gem, notwithstanding—or maybe because of—its brevity, that addresses the minimum allegations required to seek dissolution of a business entity, and deserves a place in the pantheon of Delaware decisions. It presents itself to the world in the form of a short and humble Order that simply…